When Magic Becomes Chaos
by UnknownBlackHand
Summary: A story fit for the Discord fans: Discord convinces Luna and Celestia to give him a day out of the year to let him be free to bring chaos to the world, he brings it along with fun, but his powers, accidentally wake up a surprising new foe for the Princesses and Mane 6 to face! Features a Baby Discord, Dragon Rarity, and an Evil Alicorn.
1. Chapter 1: Day of Discord

**Chapter I: Day of Discord**

"GOOOD MORNING, Celestia!" Discord announced as he popped his head out of a teapot. Celestia, startled, cried out and jumped back in her chair at the breakfast table, while Luna, tired from a night of chasing bad dreams, merely looked up in mild surprise at the teapot and them went back to the pancakes that Celestia made for her.

"Discord, what are you doing here?" Celestia asked him.

"Oh I just wanted to visit and tell you about something that I've been thinking about." He replied. He slithered out of the teapot and shook himself off.

"Alright, and what's been on your mind?"

"It has occurred to me that you get a holiday in the Summer Sun Celebration, Princess Luna, here, gets Nightmare Night, and Princess Cadence's Kingdom celebrates love every time a special occasion comes to the Crystal Empire. However, Princess Twilight Sparkle, a dear friend of my friend, Fluttershy, has no holiday. Now surely there must be a way to celebrate friendship and harmony. Then I really started to think, since I've been reformed, there has been quite the lack in some perfectly good chaos around here. So I have a proposal for you, that for one day out of the year, I get free reign of this equestrian world, to spread some chaos, and the day after that we celebrate friendship and harmony in the name of the Princess of Friendship!"

Celestia and Luna exchanged looks for a moment before Celestia asked him: "What type of chaos would you spread? We cannot allow you to spread misery to the ponies."

"Oh, just some chocolate milk rain, trees that grow piñatas rather than apples, sofas behaving like puppies, you know just some of the fun stuff. By the next day, I'll have cleaned up my mess and in honor of harmony and friendship, villages could come together and share a feast, take the day off from their labors, and play their games."

"Uh, Luna, what do you think of this? Princess Twilight Sparkle deserves a way to celebrate what she stands for, and I suppose that harmony wouldn't exist without the presence of discord." Celestia spoke.

"So long as Discord doesn't go too far with the chaos, I don't see why not. I've seen in dreams the fun that Discord's chaotic magic can bring, and Equestria can last one day to let him run wild, again, so long that he doesn't go too far."

Celestia took a deep breath and told Discord: "We shall discuss matters with Twilight, but I believe that we may just have a new holiday to celebrate."

"YES! Oh, thank you, Princess Celestia! Should this become a real holiday, I shall be a very happy spirit!"

"Of course, just keep to word when you said that you'll clean up after yourself, and to not go too far." Celestia replied.

ΩΩΩ

It turned out that Twilight, with some assurance from Fluttershy and a light persuasion from Rarity, was quite supportive of the idea for The Day of Discord and followed up by the Harmony Celebration. So the newspapers printed out Celestia's announcement for the new holidays, set to be celebrated in a week. Discord could hardly wait!

To help make the time go by a little faster, Discord invited Fluttershy, Rainbow Dash, and Pinkie Pie over for a tea party in his home. The little ponies were fascinated with the floating table, stairs that led to nowhere, and his party supplies! There they discussed possible acts of chaos that Discord could play, and for the most part the ponies seemed to be just fine with the ideas he tossed around, especially since they've already seen them before or similar acts

ΩΩΩ

The day of Discord had arrived. Before the sun even rose, Discord was already playing his tricks. He turned houses into gingerbread, apple trees bore piñatas, grass turned from green to purple with a checkerboard pattern, he gave teas the power to turn ponies other colors, and as Rainbow Dash slumbered, he gave her a second set of wings.

Ponies woke up in both shock and amusement that morning!

"DISCORD!" Applejack shouted as she saw what happened to her precious apples. Then her jaw dropped when she saw that Big Macintosh had sprouted a unicorn horn!

Discord appeared and spoke: "Now Applejack, this is the Day of Discord! A chance for me to bring some excitement to the world! Enjoy the chaos with me! Buck the piñatas, and see what's in them!"

So Applejack did, and found one piñata filled with chocolate coated gummy worms… They were actually tasty. Looking around, Applejack saw that her brother seemed to be just happy to have a horn on his head, and her granny seemed spryer than normal for her. Although Apple Bloom's coat turned from bright yellow to blue! At least Apple Bloom seemed to be tolerant of being a horse of a different color.

Now, when Rainbow Dash came around, she was screaming through the skies. After she had figured out how to coordinate four wings, she was flying faster than ever; she even did a sonic rainboom.

Fluttershy found out that Discord made her pet bunny, Angel, a giant, and he began treating her like a pet, by fixing her a carrot and apple butter sandwich, brushing her mane, and stroking her coat. It was a dream come true for her, and of course, Discord would do that for his best friend.

For Pinkie Pie, Discord enchanted cupcakes and cookies to fly around like a swarm of butterflies, giving her the opportunity to chase them around and try to bite them out of the air.

However, for Twilight Sparkle and Spike, he enchanted all the books in the Ponyville castle to fly about like little birds, and put a spell on Spike's bed and soap. The bed was enchanted to run around, and the soap turned his scales into a rainbow of colors!

For Rarity, Discord went a bit out of line by making her only able to see in black and white, oh sure there were some grey hues, but the spectrum was gone for her! She freaked out so badly that he had to give her back her color vision before the princesses decided that the Day of Discord shouldn't be a holiday after all. Instead, he decided to turn her into a dragon, something that was over double her original size, with wings. She had spikes along her spine that reflected the usual style of her mane, plates along her belly of the same color, her tail was tipped with her pony-tail, and her scales shone like pearls!

"There, how's that, Rarity?" Discord asked.

"I-I never would've suspected this, but I think that I might like being a dragon!" She replied.

"Yes, and I'm sure that your friend, Spike would be sure to flip out."

"SPIKE! Oh yes, I should go and see him! I can only imagine the look on his face." Rarity replied.

ΩΩΩ

"Princess Twilight Sparkle! There's a dragon circling over Ponyville!"

It was Snails, with Snips at his side; both unicorns were out of breath,

"A dragon? Come on Spike, maybe you can make sure that it's a friendly dragon." Twilight spoke. She allowed Spike to ride on her back as she took to the air, and met up with the dragon.

"Wait a minute, those colors, the way her spikes are laying, that's not just a dragon, that's Rarity!" Spike exclaimed, his eyes shining with love hearts. Twilight looked at him in disbelief, and then looked to the dragon and called out: "Rarity!"

"Twilight, Spike! Look at me! Don't I make for a fabulous dragon?!" Rarity declared. She maneuvered herself and twirled in the sky, her scales shimmering like gems, and Spike was salivating in his lust. Rarity was already a beautiful pony, but she made for the most dazzling dragon he'd ever seen!

"Spike's speechless!" Twilight called out.

"Come, Spike, how's about we do some gem hunting?" Rarity called out. He couldn't answer, her question made him just about pass out. So Rarity gently maneuvered herself into a position where she could pick up Spike from Twilight's back and she carried him to her favorite mining grounds, where they could collect and picnic with gems.

Twilight then found Discord stretched out on the roof of Fluttershy's cottage and told him: "You know what, this is kind of fun. By the way, nice move on turning Rarity into a dragon, Spike is more than enamored with her."

"Why thank you, Twilight, it's nice to know that chaos is appreciated sometimes." Discord replied. The two of them looked down to Fluttershy and the giant Angel, the two of them were cuddled together in the shade of a tree with umbrellas on its branches, the pegasus was curled up on Angel's belly.

All in all it was an interesting day for the ponies, and as night was falling, Rarity and Spike returned and decided to sleep outside.

However, as he had promised, his fun had to end, and he had to turn everything back to normal. He reached Spike and Rarity last, and Spike asked him: "Do you really have to turn her back into a unicorn?"

"I promised Celestia and Luna that I'd return everything back to normal by tomorrow." Discord replied.

"Don't worry, Spike, this may not be the last time you see me as a dragon." Rarity whispered, and with a snap, Discord had turned Rarity back into a unicorn

ΩΩΩ

The next day, Ponyville came together for a day of harmony, and everyone brought a treat to share with the town for a massive potluck feast! Twilight had organized times for eating, playing games, and even taking a stage to sing songs and perform other talents!

So, without a doubt, the Day of Discord and Harmony Celebration were a massive hit with the ponies.

Still, a lot of good things come with a price, for somewhere deep in a netherworld, the power of chaos, amongst the cheerfulness of ponies had woken something up; something that will rise into the world of Equestria.

Something terrible.

ΩΩΩ

 **Okay, that ending may be a bit rushed, but what did you think? Excited?**

 **Please Review!**


	2. Chapter 2: Disturbance in the Force

**Chapter II: Disturbance in the Force**

Princess Celestia decided to pay Twilight a visit, and Twilight was more than happy to tell her mentor how the holidays went.

"It sounds like Discord didn't cause too much trouble, I'm glad to hear that everyone had a good time." Celestia stated.

"Oh, yes, although Spike's a bit disappointed. Discord turned Rarity into a beautiful dragon and he already has a crush on her to begin with." Twilight replied.

"Hmm, I suppose that if Rarity would've been alright with it, Discord could've let her stay a dragon for a while longer."

"Still, Discord kept to his word when he said that he would clean up after himself." Twilight stated.

ΩΩΩ

Celestia stayed for a while to visit, but eventually a messenger from Canterlot arrived and brought word that there was a disturbance over in Trottingham.

"I'm sorry, Twilight, but I have to see to this right away. Hopefully it won't be long before our next visit." Celestia stated.

"I hope so too." Twilight replied. She and Celestia hugged for a moment, and Celestia took flight for Trottingham, not knowing what was awaiting for her in the distant lands.

ΩΩΩ

Discord woke up that morning with a sense of disturbance; a jitter went through him just like when he sensed the demon, Tirek, stealing the magic of other ponies. He looked out the window he lay next to in Fluttershy's cottage, merely pondering.

"Good morning, Discord." Fluttershy spoke, but the creature of Chaos paid her no mind. So Fluttershy approached and asked him: "Did you sleep well?"

"Oh, Fluttershy, I actually had a disturbing dream. I saw the spread of chaos, but it wasn't like my normal fun chaos, this was the kind that spreads a truly evil type of misery. Yet it felt so familiar."

"Well, I'm sorry to hear that, at least it was just a dream." Fluttershy replied.

"Somehow I feel that it was more than just a dream. Just now I felt a shiver, there's a new magic in Equestria, or perhaps Flurry Heart is having a bad cold, that baby alicorn sends out some strange magical disturbances."

"Should I tell Twilight about this? She is Flurry Heart's aunt after all."

"It might be best to wait and see if it happens again. We don't need to be sending a princess on a wild goose chase after all." Discord replied, he snapped his fingers and a teapot honked like a goose.

"In that case, would you like something to eat?" Fluttershy asked.

"That would be nice, thank you, whatever you've got is fine." Discord replied, his eyes still looking out the window. Fluttershy brought back a tray of sandwiches a few moments later and then asked him: "Feeling anything else?"

"No, nothing, but would you mind if I spent the night here? After that dream and the disturbance, I just don't feel quite right to leave you alone." Discord said.

"Oh, well if that's so, then by all means stay." Fluttershy replied. Discord thanked her but to Fluttershy's concern he kept his usual amusing tricks to a minimum. Perhaps the Day of Discord was enough to sate his need to cause chaos for a while, or was he truly rather concerned about something?

Whatever was putting Discord at unease it wouldn't allow him to leave Fluttershy's side. He joined her for her errands, watched from the sidelines when she met up with her other friends, and even assisted her with feeding all of her animals. So come nightfall, Discord rested upon a branch of a tree, and made a couple of copies of himself to help keep a watchful eye around the cottage.

ΩΩΩ

When Celestia arrived in Trottingham, she saw ponies looking down in misery, and just as she was about to ask one what had happened, she heard the sound of cruel laughter echoing through the night!

ΩΩΩ

 **Short chapter, I know, but I hope I've got the tension rising!**

 **Please review!**


	3. Chapter 3: Trottingham Terror

**Chapter III: Trottingham Terror**

Princess Luna was ready to lower the moon, but her elder sister was nowhere to be found in the castle. Surely a full night was enough time to see to mend a 'disturbance' in Trottingham.

So why wasn't the sun being raised?

No one in the palace received word of Celestia's whereabouts, or the happenings of Trottingham, and so Luna was growing worried. She ordered the guards to stand as sentries in case anything was going to strike Canterlot. As for Luna herself, she traveled over to Ponyville and headed straight for Twilight's castle, where burst through the doors, and woke Twilight up through her dreams.

Twilight met up with Luna with her mane askew, her eyes still tired, but she was still anxious to hear what Luna needed so desperately!

"Twilight Sparkle, when was the last time you saw my sister?" Luna asked directly.

"Uh, she was here yesterday, but I haven't seen her since she left to deal with whatever was going on in Trottingham." Twilight replied.

Luna paced with worry, and added: "She should've raised the sun by now! She should've dealt with the Trottingham problem by now too! My sister has an overwhelming amount of magical power… This is bad. Twilight, I need you and your friends to come with me to Trottingham and see what's going on over there!" Luna ordered.

By this point, all symptoms of exhaustion had faded from Twilight, as she teleported to each and every home of her friends to gather them up! Her last stop was Fluttershy's cottage, and true to her nature, she was rather spooked to be going on an adventure in the dark, but Twilight managed to convince her when she brought up that the fate of Equestria might be at stake… again. It also helped that Discord insisted on coming along too so he could watch over Fluttershy.

ΩΩΩ

With the friends all gathered back at Twilight's castle, they found that Luna had summoned for a hot air balloon for Rarity, Applejack, and Pinkie Pie to ride in as they went to Trottingham while those with wings would take turns guiding the balloon with a rope. Luna insisted on flight travel over teleportation in order to maintain all of their magical energy. Their destination was a ways away, but the winds were favorable for flying, allowing Alicorns, Pegasi, and a Draconoquis to fly with ease and minimal strain on their wings.

ΩΩΩ

Trottingham was a city larger than Ponyville, but smaller than Canterlot, and as they got closer they noticed that things weren't the way they were supposed to be, and something about the city was really agitating Discord now.

When they landed they found ponies either running around in terror or hanging their heads in misery.

"Where have all the smiles gone?" Pinkie Pie asked. Looking around, they saw that buildings were boarded up, plants looked foreboding, and then they heard the sound of laughter echoing.

"I think I can tell where it's coming from, follow me!" Applejack announced. Her friends ran and flew with her until they stopped when they saw a figure splashing around in a fountain, Discord yelped in surprise. It was a long and serpentine creature with a pair of wings and horns, but this was no dragon.

"Is-is that another Draconoquis?" Fluttershy asked, looking to Discord.

"It's worse, that's a she Draconoquis!"

"How can we tell the difference?" Rainbow Dash asked.

"Easy, the girls are symmetrical and are no fun at all!" Discord declared.

"Do you know her at all?" Twilight asked.

"I've got this nagging feeling that I do, but I just can't place her." Discord replied.

"Wait a minute, I think that I might!" Luna declared. The friends all turned to look at her, and the she Draconoquis had finally noticed them. The friends stepped forward and finally got a good look at her: Her head and neck had a black coat, her mane was shimmering and long with a blend of violet and blue in it, her forelegs were the feet of an eagle, her torso was navy, she had purple bat wings, her back legs were also blue with the hooves of a pony, she had a dragon tail with green scales tipped with an arrow, on top of her head, she had a pair of light blue horns, her eyes were orange with green pupils, and she had two protruding fangs.

"Well, well, well, some more little ponies to play with." The she Draconoquis spoke as she crept her way over to the new arrivals. It was then when they saw on one hoof, they saw that she was wearing one of Celestia's shoes!

"Who are you?" Twilight asked.

"Aww, isn't that adorable, Equestria's baby Princess of Friendship is too young to have heard my legend. Surly a friend of hers can introduce me, after all we once knew each other."

"I remember you now, you are Malice!" Luna announced.

"Huzzah! You remember me, Nightmare Moon!"

"I am no longer Nightmare Moon, I am Princess Luna!"

"Ugh, so it appears, now I have to deal with having to make up my own fun since you ponies are all such a happy-go-lucky-get-along gang." Malice replied as she hovered in the air in a lounging position.

"ENOUGH! Where is my sister, Malice?" Luna demanded, stomping her hooves.

"Oh, you mean Princess Celestia, the very sister you wished to destroy once-upon-a-time?"

"That's the one… but I no longer wish that upon her."

"In that case, I'm not telling. You're not as much fun as you used to be, Princess… However, your company, there's an intriguing lot." Malice stated. She looked at Discord dead in the eyes and spoke: "Hello, Father."

"FATHER?!" The ponies exclaimed, looking over to Discord.

"Discord, you didn't tell me that you had a daughter." Fluttershy spoke. Malice got right into her face and told her: "He wouldn't have remembered me after a spell I casted when he was turned to stone… the second time! WHOAH!"

Discord had snatched Malice by the tail and yanked her away from Fluttershy before standing between before Malice in order to protect his friends.

"I could've forgiven you for getting turned to stone the first time, but a second time, by these little ponies, how could you have let that happen? For over a thousand years I've waited for you to be freed, causing only minute traces of my brand of chaos lest I be discovered. Then you were freed, and you brought chaos all over Equestria, and I loved it! What an entrance! Only to get yourself turned back into stone for a second time within almost a fortnight! I was enraged, and so I cast a spell to make you completely forget about me, and put a spell on myself to sleep until I sensed that your magic had taken over most of the lands of Equestria again! Of course, once again, your work was gone within a fortnight, but this time I noticed that all of your chaos was cleaned up by your own magic! You who could become the ruler of these lands with a snap of your fingers, how could you become so domesticated?"

"That's not what concerns us, Malice, we want to know what you've done with Celestia."

"I told you that I'm not telling! Congratulations, Luna, you got your wish to be the one ruler of the heavens!" Malice declared, and she took flight in an upward spiral, but Discord and the ponies chased after her.

"Oh, so you want to play after all! Let's start with a warm up!" Malice announced, and she turned to breathe a stream of purple fire towards them. The Princesses conjured up shielding orbs for the other ponies and themselves, and Discord poofed a suit of armor on himself, and a shield to block the flames.

"Why Father, your tricks have gotten rather cheesy!" Malice taunted, she flipped her tail like a whip and it let out a sharp 'CRACK' and a few buildings turned into stinky cheese! The ponies within them fled, lest they suffocate from the stench.

Discord snapped his fingers and the buildings turned back to normal, and Luna and Twilight retaliated by trying to zap Malice with their spells, to which she avoided. Even Rarity tried to throw something her way.

"Girls, time to use the elements!" Twilight announced, rounding up her friends. They gathered, and were about to use the Elements of Harmony on Malice, they were starting to power up when Malice shouted: "I'M THE ONE WHO DECIDES WHEN THE FUN IS OVER!" She cracked her tail again and summoned thunderclouds and flew in circles, summoning high winds and lightning, and Malice sent a twister that swept Rarity, Pinkie Pie, and Applejack up and threw them into the forest outside of Trottingham, and then she summoned a ring of thorns around the city, thick brambles that were practically impenetrable!

The high winds of Malice's storm blew the flying ponies all across the sky! Fluttershy screamed in terror and that enraged Discord, he launched himself at Malice and tackled her out of the sky, they crashed through the roof of a magic shop, and they landed in a tangle.

Malice popped out of the rubble first, and her eyes caught on an amulet with a rainbow stone and a bat-winged band to go around one's neck.

"I don't believe it! I've found it at last!" Malice declared and she snatched it out of its case before zipping back up to the sky. The first pony she spotted was Fluttershy, and so she snatched her up before Discord could attack her again.

"You like animals, Fluttershy? Well then allow me to tell you something about the Draconoquis: You see without any magical aids, a Draconoquis can't use it's magic directly on another Draconoquis, and any Draconoquis can undo the magic of another Draconoquis, but this is the Dracon Amulet! With this I can… Well I'll show you!" Malice hissed. She tossed Fluttershy aside and after dodging some more alicorn strikes she went face to face with Discord, he zapped a shirt on himself just so that he could roll up the sleeves, and he started throwing pies and surrounded Malice in cotton candy clouds, but she dispelled them right away.

ΩΩΩ

"C'mon we gotta get through these thorns!" Applejack called out.

"Wait, we don't need to go through them, we can go under them. Rarity, you're going to have to risk getting a little dirty!" Pinky declared, and she dove into the ground by jackhammering through the dirt and clay with her hooves. Applejack followed her through her tunnel, and with reluctance, Rarity followed after them.

ΩΩΩ

After Discord's magic had been dispelled, Malice's face turned into a malicious smile, and she struck at Discord with her magic, he dodged the first few strikes, but then something eventually hit him! He let out a scream, and then Malice gave him another zap and then he had disappeared!

"DISCORD!" Fluttershy exclaimed.

"HE'S GONE!" Twilight and Rainbow Dash exclaimed.

"Oh, dear Fluttershy, I wouldn't dare destroy my father, and I've left a surprise for you back at your cottage!" Malice stated. She then let out the laugh of a maniac!

ΩΩΩ

Pinky got a little overzealous with her digging though, and they came out at the shores of a lake, and what they found had them stand in shock. Strewn about the lakeside, they found shattered remnants of Celestia's shoes, her lovely crown, the collar she always wore, a large chunk or what was either her mane or tail scorched at one end, and several scorch marks on the ground!

"This can't be! Celestia, she's…" Rarity trailed off.

ΩΩΩ

Rainbow Dash darted for Malice, she collided with her and clung onto her neck to try and wrestle with her. Malice lashed about and flew all over the sky, her tail cracked when she took tight turns to try and shake the pony off of her, the other flying ponies chasing after them.

Malice heard the loud cries of more ponies, coming from the lake, and her smile returned. She then went in for a hard landing that finally shook Rainbow Dash off her, and the pegasus hit the ground. The princesses flew over and then gasped when they saw the carnage from an apparent battle!

"Ah-hahaha, I see that you've finally found what remains of my encounter with your dear Celestia! HAHAHAHA!" Malice declared. With a snap of her fingers, she disappeared.

The princesses approached the broken shoes, crown, collar, and piece of mane on the ground.

"No, my sister… she's gone!" Luna exclaimed, tears welling up in her eyes. There was only one thing that they could assume from what happened during Celestia's battle, she had been defeated… and suffered a terrible end.

Realizing that she wasn't going to see her mentor and beloved teacher anymore, Twilight collapsed and screamed out her sobs, her heart broken with grief.

ΩΩΩ

 **What had happened to Discord? How did Luna know Malice? How will the Mane 6 deal with Malice? How will Twilight overcome her grief? Will the sun ever shine again? Keep following this story and all will be revealed!**

 **Please review!**


	4. Chapter 4: Problems

**Chapter IV: Problems**

Luna and Twilight Sparkle regrouped at the Canterlot palace to find a way someone could raise the sun in Celestia's stead. After all Celestia found a way to raise the moon while Luna was banished.

"So, you knew Malice?" Twilight questioned.

"It was a long time ago. I've never really seen her before, until our encounter with her; it was shortly before I became Nightmare Moon, I had noticed that the ponies loved my sister's daylight over my night, and it was her voice that would whisper in my ear and darkened my mind and heart, it made me resent my sister. I saw her shadow as she whispered to me, those cold and cruel words that drove me to darkness…"

"Malice turned you into Nightmare Moon?" Twilight questioned.

"It was my own malice that made me turn into Nightmare Moon. She just helped me to amplify my darker feelings until I finally snapped." Luna replied. She found and looked through a book that Celestia wrote, to her luck, she found out her instructions for raising the sun.

"Twilight, with this book, I'll be able to raise the sun in my sister's stead!" Luna declared. Twilight looked, there was the spell for raising the sun, and a memo from Celestia saying that she wrote it in case anything had happened to her, whether she fell ill or worse. The memo was written as a farewell letter and it brought tears to Twilight's eyes. Luna put a wing over her and spoke gently: "I miss her too, if you don't want to leave, I'll ready a room for you."

"Thanks, I wish to be alone for a while." Twilight replied.

ΩΩΩ

Fluttershy hurried back to her cottage, worries running through her mind, Malice said that she left a surprise for her there, and she had also hurt Discord! What happened to him anyway? Also, were her animals okay?

Running at her side was Applejack, she wanted another set of eyes, to watch out for anything scary.

They crashed through Fluttershy's front door, and scrambled through the cottage, and took note of all the animals within it. Fluttershy was quite relieved to find Angel right away, and all animals were accounted for, but Applejack found something special in the basement.

"Fluttershy! Fluttershy, I think you should come down here!" Applejack called out.

Fluttershy flew downstairs, and Applejack turned and pushed a strange little creature towards her. Fluttershy reared back and gasped, her eyes growing wide, as she saw the cat-sized creature with a grey head, a scaly tail, four mismatched legs, and a mismatched pair of horns and wings!

"Discord?" Fluttershy spoke, bringing her hooves to her mouth in disbelief, for she was looking at a baby Discord! He lacked his little beard, and instead had a tuft of white fluff on his head!

"Heh, well, apparently Malice is an honest one. She did say that she wouldn't destroy her father, and she did say that she left a surprise at your cottage." Applejack spoke, looking down at the baby Discord, he was now suckling on his tail!

Fluttershy swooped down and scooped him up: "Aww, Discord, you're such a cute baby Draconoquis... Ooh dear, I've got a baby master of chaos!"

"What's so 'oh dear' about that?" Applejack asked.

"Discord is pure chaos, and while I can figure out how to take care of him, I'm worried about his magic. An ordinary baby unicorn is prone to unstable magical outbursts, what can I expect from a baby with magic as powerful as Discord?" Fluttershy asked.

"If anyone can handle a crazy critter like him, it's going to be you." Applejack replied. They headed back upstairs, and when they reached the kitchen, Fluttershy heard Discord's stomach growl, he then looked at Fluttershy and then he started crying.

"What's goin' on?" Applejack asked.

"He's hungry, here, take him! I'll get him some chocolate milk, that should do the trick!" Fluttershy told her, she passed over the fussing baby and fixed a bottle of chocolate milk. She flew back to Applejack and told her: "Give him to me, I'll hover while he eats, he hates gravity."

"Uh, okay…" Applejack replied, passing the baby Discord over to her. Discord snatched up the bottle of chocolate milk and guzzled it happily while Fluttershy rocked him. It wasn't long before the bottle was empty, and Fluttershy also took it upon himself to burp him too. However, what came out of him was a loud, bellowing, belch with some serious wind to it, the ponies had to fold their ears lest they suffered hearing damage!

"He may be a baby, but he's still Discord." Applejack stated. Fluttershy held him at arms length and looked at him in shock for a moment before setting him on the ground, where he bounded around in the open space of the room. Applejack watched for a moment before turning to Fluttershy and asked: "How long d'you reckon that he'll stay like this?"

"It's hard to say. I know quite a bit about Discord, but I don't know much about Draconoqui… No, Discord, no chasing the skunks, you're gonna get…! Uh… too late."

"Should I get a bath going?" Applejack asked.

"Yes please, the extra strong soap is in the green bottle."

ΩΩΩ

Gathered at Sugar Cube Corner, were Rainbow Dash and Pinky Pie, they had pieces of cake in front of them, but all they really did was pick at it. In fact the atmosphere was heavy with gloom in the bakery, by now everyone in Ponyville had heard of what they discovered in Trottingham and the foe they faced.

In fact, Rainbow Dash's colors seemed a bit faded, and Pinky's curls had deflated.

As they picked at the carrot cake, they noticed that the world outside was growing brighter, for a brief moment, they thought that it was Celestia's magic, but realized that it couldn't be her.

"Well, at least the sun's up." Rainbow Dash spoke.

Looking out the window, they saw Rarity pass by wearing a black dress and veil.

ΩΩΩ

Spike woke up in the friendship palace, and something told him that something was wrong. He looked over the palace and found Starlight Glimmer in the Library.

"Starlight, do you know where Twilight is?" He asked.

"I know that she left the castle last night, but she hasn't been back since; I haven't been outside yet, but I'm getting the feeling that something bad happened. The sun was late to rise this morning, and when I looked out the window this morning, Rarity was wearing all black."

He invited himself inside the cottage, and called out for Fluttershy, eventually finding her in the bathroom:

"Hey, Fluttershy I- WH-HOLY BABY DRACONOQUIS! Where'd that come from?" Spike exclaimed. He went in for a closer look at the odd critter in the tub, turned to Applejack and Fluttershy and asked: "What happened, did Discord have a kid?"

"Apparently, but this isn't the kid, this is the actual Discord, but it was his daughter who did this to him." Applejack replied.

"And you're giving him a bath?" Spike questioned.

"He scared some skunks and got sprayed." Fluttershy replied.

"Okay, and who's this daughter you mentioned? Spike asked.

"Oh, she's terrible, her name is Malice!" Fluttershy told him. Applejack then relayed what happened in Trottingham, and he was quite in shock.

"Oh gosh… Celestia… Where's Twilight? She must have been so devastated!"

"She's in the Canterlot Palace where she and Luna were supposed to find a way to raise the sun… Although it looks like they've figured that out. I think that she needs some time alone, just to grieve." Applejack told Spike.

"Well I'm her friend, and so are you all; so I say that we all get on the next train to Canterlot and check in on her! Luna too!" Spike declared. Fluttershy and Applejack exchanged looks before Fluttershy told him: "You're right, we should go; Spike, would you be so kind as to round up everypony else and we'll meet them at the train station as soon as we're finished giving Discord his bath."

ΩΩΩ

"Princesses Twilight Sparkle and Luna, you have visitors." A guard announced. At the present, the Princesses were having their lunch.

"Please, let them in." Luna told the guard. He stepped aside and in came Spike, Rarity, Applejack, Pinky Pie, Rainbow Dash, Starlight Glimmer and Fluttershy.

"Twilight, I heard what happened in Trottingham, and I wanted to let you know that I'm here for you! I know that it hurts, but you'll pull through, I know you will… You too Luna, the both of you are such brave and strong ponies!" Spike said. Finally small smiles appeared on Luna and Twilight's faces, and they both took a turn to hug Spike.

"Thanks, Spike, we both needed to hear that." Twilight spoke, she then moved to greet her friends and told them: "I'm glad you're here, you see I've decided to stay with Luna for some time, and I'm not sure when I'll feel like I can return to Ponyville. With that being said, I'm here to help Luna take Celestia's place, and we're trying to figure out the best way to deal with Malice."

"Uh, forgive me, but would you mind telling me who this 'Malice' is and why does Celestia need a replacement?" Starlight asked, and they told her that Malice was a she Draconoquis, daughter of Discord, that fought Celestia, and won. They also told Starlight that they tried to use the Elements of Harmony against her, but Malice took measures to make sure that they couldn't unite to power them up.

"Since Discord is the only one who would even have the slightest idea as to how to defeat her, our first priority should be to find him and nurse him back to health if he needs it. Malice hit him with her magic and sent him to some place, but I don't know where. Fluttershy, would you be up for tracking down Discord?" Twilight spoke.

"Oh, I know exactly where he is!" Fluttershy declared, she flipped her mane, and revealed the sleeping baby Discord hugging the back of her neck. Everyone else, save for Spike and Applejack, jumped back in shock.

"MALICE TURNED HER FATHER INTO A BABY!" Twilight shouted in her shock. Her volume shook Discord awake and, scared, he started crying.

"No, shh, shh, shh, Discord. You're okay… Twilight you've scared him!" Fluttershy snapped as she tried to relax Discord.

"Still, that is the lord of Chaos?" Luna questioned, Fluttershy nodded, as did Applejack. Luna sighed and shook her head and then asked: "Without being able to talk to him, we can't get any information that could help us. Twilight, Starlight, do you think that you could use a spell to turn him back to normal?"

"You won't be able to, Malice casted this spell with the help of an amulet, the Dracon Amulet, and so she's the only one that can undo the spell, unless we can get a hold of that amulet and give it to Discord."

"Why don't we try using our elements to change him back?" Rainbow Dash suggested.

"No!" Fluttershy exclaimed.

"I have to agree with Fluttershy on this one, the elements can be unpredictable, and the magic between Discord and Malice is both powerful and chaotic, we might hurt him. There may even be a chance that they won't work at all. The elements are meant to help restore balance in the world, it's possible that their power may not even distinguish Discord from some other baby animal." Luna added.

"Okay, so don't use the elements, but I don't think that there's nothing we can do for Discord. Fluttershy, if you don't mind, I'd like to magically study Discord for a moment. Don't you worry, I'm just going to use my magic to read all the magic affecting him and see if there's anything that we can remedy." Starlight told them.

"Alright, you may have a look at him, just please be careful." Fluttershy replied. She set Discord on the ground, and he started suckling on his lion paw while looking at Starlight.

"Aww, he's just adorable." Pinky Pie stated.

Starlight casted her spell and she read all the magic placed on Discord, and told the other ponies her 'prognosis': "Okay, so I've found out that our magic can't directly help Discord, but with the right spell, we can use our magic to activate Discord's magic, and so help him to use his own magic to dispel some of Malice's. Now the first think I noticed that we can cure is his memory; I managed to take a look though the memories he has, and I couldn't find any earlier than Applejack finding him in a basement or something like that."

"So he doesn't remember anything before Malice cast this spell on him?" Rarity asked.

"That's right, but we can remedy that, give him all the memories he had before the spell, and this other spell that was cast on him years ago. I could tell that it was older, and I believe that it will restore all the memories that've been wiped out."

"Okay, we can restore his memories, is there anything else? Can we make him able to talk and act less like a baby?" Twilight asked.

"No, it was Malice's design to make him a baby. He is a physical baby, and so he needs to be cared for like one; he can't even control his own magic. What we can do is give him the ability of some thought processes, but not that much, only enough to tell when he's in danger, to pick up emotions and moods, image recognition, and some language recognition… but just enough to match that of a small child, and to be honest, I think that he would be happier if we didn't give him his fully mature mind while he's trapped in this baby body with baby magic… So once we're done with our spells he'll still behave like a baby too." Starlight told them.

"Alright, I'm ready when you are." Twilight stated.

"Alright, you can restore his memories, and I'll give him the mental functions." Starlight replied. She turned to Fluttershy and told her: "This won't be easy on him, he might become over-stimulated and have a few physical side effects, like dizziness and nausea."

"Just don't hurt him." Fluttershy replied.

Twilight and Starlight casted their spells, and Twilight got a sense of Discord's memories flashing before his eyes, and Starlight sensed that her spell had taken too, and poor Discord was so overwhelmed that he just fainted.

ΩΩΩ

 **How are ponies going to deal with Malice? Will Discord be of any help? Will Luna be able to take her sister's role?**

 **Please review!**


	5. Chapter 5: Drawn Out

**Chapter V: Drawn Out**

Discord woke up in a quiet room with Fluttershy watching over him… His head hurt, and he must've been out for a while because he was getting hungry. He walked over to the yellow pegasus and tugged at her mane lightly.

"Good morning Discord, I hoped you've slept well." She spoke, then she heard his stomach growl, so she quickly brought him a bottle of chocolate milk, and the infantile side of his mind was eager to drain the bottle dry, but there were images in his head that told him that he liked a lot of other foods.

As he fed, Fluttershy started talking: "We tried to help you out as much as we could, but you're not going to get much better until we can get Malice to undo this spell or get you that amulet."

Discord finished with his bottle, spat it out and pouted.

"Oh, if only you could talk, we need to learn more about Draconoqui, and Malice… How do you happen to have a daughter anyway? Right, silly me, you can't answer… Oh, I'm so sorry, Discord, but we'll make the best of it."

Discord wandered about the room for a moment, when he caught sight of a box of crayons and a pile of paper sitting on a table. He ran for the table but found that he was too short to reach it, so he backed up and them made a run for it, he jumped, flapped his stunted wings, and managed to make it onto the tabletop!

"Good jump, Discord!" Fluttershy praised, and Discord helped himself to some crayons and began drawing a series of pictures, not allowing Fluttershy to see them until he was done… as children often do with on-looking grownups.

ΩΩΩ

Twilight was busy helping Luna organize her tasks for the day, and send out her remaining friends to do whatever they could to be of some help.

"Are you sure that you don't want me to help you out with some of these tasks?" Twilight asked.

"Under normal circumstances I would be happy for the help, but given the fate that has befallen my sister, I should learn how to do these tasks on my own. I just hope my diplomatic skills have improved since the time Starlight Glimmer witched my cutie mark with Celestia's."

"That had to have been an interesting day." Twilight stated.

"It was, still, it would be preferable if you were to stand by my side in show of support whilst I go about these tasks."

"Of course, Luna, I'd be happy to!"

"Great, because even smiling can get tiring. That day Celestia and I switched places, a photographer took my picture while I was scowling, I had one second to rest my cheeks, and that was when he took the picture!"

"Okay, Okay, Luna, you'll do better right now. Y'know you don't have to smile all the time, and given the circumstances, I think that everypony would understand if you didn't look too cheerful, so use a big smile for when you're truly happy, upturned lips are all you need to greet the people for right now." Twilight replied.

They rolled up the scroll of tasks to be done, and they headed out with Spike at their heels.

Once outside, they found Rainbow Dash soaring with the Wonderbolts as they patrolled the skies for any signs of Malice, they passed Applejack wandering with the palace guard to watch out for any signs of trouble. Pinkie Pie was doing all she could to help the other ponies forget about their problems for a while, Rarity was tending to her Canterlot shop… apparently black was the latest trend in colors now.

Ω £ Ω

Discord finally finished his drawings by the late afternoon, though he took a break for a nap and a bottle of chocolate milk. Out of courtesy, Fluttershy never looked at the drawings until he tugged at her mane and showed her the papers. Fluttershy looked through them and ran with Discord riding her back, until they met up with everypony.

"Um, excuse me, but Discord made these drawings that I think that you should look at." She spoke.

"Forgive me, but how're drawings done by a baby Draconoquis going to help us?" Luna asked.

"Just take a look at them." Fluttershy told them with a, surprisingly, stern look on her face. She set the papers on a table and used a wing to flip them, and she spoke: "This picture shows the birth of Malice. Discord had a girlfriend named Phobia, a Draconoquis of fear rather than chaos, and like Malice, she was more symmetrical. Phobia was Malice's mother, but she sadly passed under mysterious circumstances a while after Malice was born, leaving Discord to raise her."

Fluttershy went on to elaborate that as Malice grew up with Discord, she saw other potentials for her powers, but Discord saw them as too depressing for his taste, while she saw his tricks as too silly. Eventually they grew more distant with each other until Malice just up and left him one day.

Then on the last picture, Discord had drawn a statue of Malice with a giant red X over it.

"Wait, does that mean that he's telling us not to turn Malice into stone?" Rarity asked. Discord nodded.

"Now why on earth wouldn't we? Malice makes your chaos look like a walk in the park, and look at what happened to you!" Applejack exclaimed. On the back of the drawing Discord wrote in very sloppy letters: I aM sTiLL hEr DADDy.

"We'll think of some ideas, but we may still have to use the Elements of Harmony against her." Twilight Sparkle replied.

Ω £ Ω

 **So, how're you liking the story so far?**

 **Please review!**


	6. Chapter 6: The Nightmare

**Chapter VI: The Nightmare**

Late in the night, Malice crept her way into Canterlot, unnoticed by the guards. She slithered though the shadows and made her way to the palace where she peered through the windows and eventually found Twilight Sparkle sleeping in a tower room. She seemed to be dreaming peacefully, time to change that! With a snap of her claws, she entered Twilight's dream.

Malice looked about the dream, the setting was a library, no surprise there, and Twilight was searching madly through her books. Malice snuck her way through the stacks and hovered above Twilight to speak: "It's a bit late for a bedtime story, you're already asleep!"

Twilight jumped and turned to Malice: "YOU! What are you doing here!? GET OUT, GET OUT!"

"Oh, but Princess Twilight Sparkle, Element of Magic, you are asleep, but I truly am here in your dream… It's rather dull. Still, I want to talk to you."

"Why would you want to talk to me?"

"I just wanted to tell you that I had a lot of fun battling Celestia, and it was a real treat to see the look on that Fluttershy's face when I made my dear daddy Discord disappear… Ooh, I can hardly wait to see it again! I even wish I could've been at her cottage when she found out what I'd turned him into a baby!"

"Why would you even do that to your father?" Twilight asked.

"It's because you ponies _domesticated_ him! A Draconoquis is meant to be wild and free to spread their chaos and being excitement to this world. Without chaos, harmony would have no reason to exist! Now that I know that he befriended the lies of you ponies, I saw that he was living in search for the approval of someone like a parent! He was acting like a child, and so I turned him into one so his insides would match his outsides!" Malice declared.

"What is your goal in all of this? What did you even do to Celestia?"

"My goal is to spread my magic all across the world and rule over all the chaotic creatures! I'll show my father what a Draconoquis is truly capable of! As for Celestia, I'll show you what happened to her when you find me in the waking world. Right now, I'm actually in Canterlot, oh just you wait until you see what I did to your friends!"

"JUST YOU WAIT AND SEE WHAT THE ELEMENTS OF HARMONY ARE GOING TO DO WITH YOU!" Twilight shouted. She reared up with her wings flared out and slammed her hooves down out of rage. However, Malice held a lounging position as she hovered, a cruel smirk stretched across her face, she looked down at Twilight and told her: "That's funny, because I'm counting on you to bring all of your friends to watch as I show you every last detail of my battle with Princess Celestia. Once you ponies are done seeing that, there'll be too much disharmony within yourselves to even use the elements! Besides, with the Dracon Amulet, I have a feeling that my powers will even surpass them!"

"EERRRRAAARRGGGHH!" Twilight screamed as she blasted her magic towards Malice, but with a simple 'poof' she was gone.

ΩΩΩ

The sounds of screams echoed throughout the castle the next morning and every little pony ran for the palace throne room and that was when Twilight and Spike saw the damage Malice had done to her friends:

Rarity's coat and mane had turned green, her mane was emerald green while her coat was more of a pistachio color. She cried on and on about how she'd find it so difficult to find something to wear that would go with those colors, and she hated green to begin with! Fluttershy had been turned into a flutter-bat, but at least she still retained her pony mind. Applejack, to her embarrassment, had been turned into a stallion! Pinkie Pie had sprouted a pair of wings, but lost all of her legs, and it wasn't like she really knew how to fly, plus without her hooves, she couldn't bake or set up her parties! Rainbow Dash had her wings turned to stone!

"Twilight, please help us!" Rainbow Dash pleaded.

"I-I can't, it was Malice that did this to you, and I can't reverse her magic, and with that amulet she's wearing, not even an adult Discord would be able to help you. Only Malice can undo this magic."

"Well then we need to go find her! We must, we must, or I'll never, NEVER _EVER_ , be beautiful again!" Rarity declared. Spike patted her with assurance, she may've been green and miserable, but he still liked her.

"Uh, Rarity, aside from your colors, you at least still look like your normal self. Just look at what happened to Fluttershy and myself!" Applejack stallion stated as he gestured over to Fluttershy.

"Look at what that Malice mean-y did to me! Without legs, I can't bake or set up parties, and if I can't set up parties then I can't make ponies happy, and if ponies aren't happy then they don't smile, and if they don't smile it means that they aren't happy, and if they aren't happy then I'm not happy! I can't be happy like this!" Pinkie Pie exclaimed.

At that moment, Princess Luna entered the room, her eyes were only partway open, her head hung low, and her gait slow, Starlight Glimmer followed behind her looking at the princess intently for fear that she might collapse. Their heads only perked up when they saw what became of their friends.

"Oh dear, I knew it was going to be bad, but I wasn't expecting this!" Luna exclaimed.

"What do you mean?" Twilight asked her.

"Your nightmare called to me last night, and I know that Malice had gotten into your dream, I know of the things she said. I'm sorry, Twilight, that I couldn't be there for you. There are other ponies who're dealing with nightmares, and by the time yours called me I was just too exhausted from my nightly duties on top of my sister's to be of any use." Luna replied.

"Oh Princess Luna, no offense, but you do look terrible. Do you really have no time to rest?" Rarity spoke.

"While I was banished into the moon, Celestia took my duty of raising and lowering the moon, it wasn't until after Starlight switched our cutie marks for a day did she ever realize the importance of dreams. I've also learned that Celestia has a hard job during the day, meetings, delegations, showing herself to crowds; now that she's gone I can't just ignore those duties, but my instinct is to help ponies in the dream realm, so I can't just ignore them as well." Luna explained.

"Luna, you need your rest, maybe you can work in patterns, you could work during the day for the full twenty-four hours, and then for another period you can work during the night." Twilight spoke.

"That's what I'll have to do." Luna replied.

"In the meantime, Fluttershy, would you please go get Discord? He may have some way of finding Malice." Twilight spoke.

"On it!" She replied and she flew off.

"You didn't need to do that, Twilight, from what I could gather from your nightmare, Malice wants to be found, and so you will find her so long as you're out in the open. She's made your friends miserable to provoke you, and she wants you to know something."

ΩΩΩ

Fluttershy entered her room and Angel screamed at the sight of her vampiric appearance!

"No, Angel, please don't be scared! I'm still me!" Fluttershy pleaded. She looked over to Discord and even he jumped back at the sight of flutter-bat!

"Discord, we're going to try and find Malice, we might need whatever help you can give." Fluttershy told him. He summoned up enough courage to hop on her back and ride back downstairs, but he promptly jumped on Rarity's back the moment he had a chance.

"Eek, Fluttershy, why is Discord on my back?" She asked.

"The animals are scared of me looking like this."

Twilight put Spike on her back and led them outside where they ran out into someplace open, they found a mountain with a cave not too far up, and so that was where they decided to have Malice come to them.

They all assembled in the cave when Malice emerged from the shadows.

"Aww, you even brought Luna, Starlight Glimmer, and aww baby Discord. What fun little guests to come along with the Princess of Friendship and her cohorts. What a perfect audience to show my victory over that _'precious'_ Princess Celestia! Although, perhaps I should make sure that this is a formal audience first." Malice spoke, she whipped her tail and sounded a sharp 'CRACK' the ponies returned to their normal selves and dressed in some exquisite formal attire. Spike and Discord were dressed in sharp jackets and hats while the ponies wore fancy black dresses, and they were absolutely beautiful! Each one had some sort of decal or accent that highlighted a trait of each pony.

"Now for the main event!" Malice announced, and she created a screen showing Princess Celestia's exploits in Trottingham:

Celestia walked into the city in the evening and saw that the resident ponies were running around in a panic and she heard the echoing laughter of Malice. One young filly ran up to Celestia clung to her leg, looked up to her with big and sad eyes, and asked her: "Princess, are you here to save us from the monster?"

Celestia looked up and saw the strange Draconoquis twisting and spiraling through the skies, this cracking sound sounding and bringing chaos all over the place! Celestia looked back to the filly and told her: "Yes, I'm here to help you."

The princess spread out her wings and took flight: "Discord, I thought that we agreed that for your day of spreading chaos, you'd make sure that you wouldn't bring misery!"

The Draconoquis stopped in midair, shrouded in shadow and spoke: "That may've been the agreement, but I AM NOT DISCORD!"

Celestia reared back and gasped: "Who're you… no, wait, there's something familiar about you."

"I AM MALICE, DAUGHTER OF DISCORD AND PHOBIA! You are Princess Celestia, the one who turned my father into stone and then had him _domesticated_ , thanks to you he is now my familial shame! You… Will… PAY!"

A battle raged with Malice taunting Celestia of how she helped to corrupt Luna into becoming Nightmare Moon, but to her disappointment, Celestia kept her composure. Then Malice went on about cracking her tail to bring further misery to the ponies, and even swooped down to pick up the young filly that pleaded for Celestia's help and shrunk her down until she became a stuffed doll. Celestia was horrified at Malice's cruelty, but she couldn't allow her anger to take control over her, and so the fight raged on with Malice avoiding each and every blast Celestia threw at her.

Then the moment came when Malice gave Celestia the final blow.

"Arrivederci!" Malice said as she let out a big, green, blast of magic that struck Celestia, the princess let out a great scream and the spell let out a great and powerful explosion!

Malice burst out into an insane fit of laughter as she flew down to examine her carnage, and found what remained of Celestia's shoes and collar.

"Oh my, oh my, you've really outdone yourself this time, Malice. I mean I knew that spell was powerful, but not _that_ powerful. Oh it was really a beautiful sight… Oh look, a shoe survived! How lovely!"

Malice put the shoe on and went into that same fit of laughter.

The screen faded to black, and they still heard the laughter! Twilight, whom was sobbing over seeing what really happened to Celestia saw Malice and she lost her mind:

"You find this funny! You go around hurting other ponies all for a _laugh!_ " She exclaimed.

"Oh please, dear Twilight, do continue, lest I must endure an insufferable lesson in 'friendship'. Go on and _show_ me what you really thought of my little presentation."

Twilight screamed out in anger and slammed her hooves on the ground and sent a bolt of magic Malice's way, but Malice only smirked and then decided to strike up the villain song number:

 _I've waited many a moon for this moment_

 _Biding my time I was hardly content_

 _So I shall bring_

 _Something for me to sing_

 _My moment has come AT LA-A-A-AST!_

 _No one to stop me!_

 _No one to stand in my way!_

 _I'm the greatest power you will ever see!_

 _And it is time at last to make this my day!_

So Twilight Sparkle, won't you see that, to me, your power is only second rate

My power is the greatest to date!

(Twilight) "I won't let you get away with this!"

 _DEAR TWILIGHT SPARKLE YOU'RE SETTING MY PLAN IN MOTION_

 _FOR MY PROBLEMS YOU ARE THE SOLUTION!_

 _THAT'S WHY IT WAS SUCH A DELIGHT_

 _TO RID THE WORLD OF THE PRINCESS OF THE LIGHT!_

(Luna) "Twilight Sparkle you shouldn't fight her!"

*Twilight begins a duel with Malice

 _I-I-I-I-I WILL RULE EQUESTRIA-A-A-A-A_

 _BRING MY CHAOS ONTO THEE_

 _AND FORCE PONIES' LI-IVES INTO HYSTERIA-A-A-A-A!_

 _LEAVING ME TO BE E-E-EVERFRE-E-E-E!_

 _There'll be peas in your bed_

 _I'll put bumps on your head_

 _Poke thorns in your sides_

 _To make ponies wriggle and writhe!_

 _With my claws, I'll spread chaos in a snap_

 _I'll spread misery with my tail's crack_

 _Oh yes, your happiness will be in lack_

 _And I'll be in luxuries lap!_

*Twilight continues firing magic at Malice but the Draconoquis keeps evading her strikes, and Malice takes Rarity and Fluttershy in her claws to hold them hostage, Twilight only gets angrier

*Pinkie Pie and Starlight plead with Twilight to get out of the fight

*Rainbow Dash and Luna flew to save Fluttershy and Rarity from Malice's grip, and the Draconoquis released them.

 _YES THE WORLD I SHALL RULE_

 _ONCE YOU GIVE THIS DEMON HER DUE_

 _JUST HEAR ME DEAR TWILIGHT_

 _AS YOU SLIP AWAY FROM YOUR HEART'S LIGHT_

 _SOON YOUR HEART AND SOUL WILL BE AS BLACK AS THE NI-I-I-I-IGHT!_

Twilight let out an enraged scream and powered up a spell so strong that it filled the cave with blinding light that swallowed both Twilight and Malice.

"EVERYPONY TAKE COVER!" Luna called out in her traditional royal Canterlot voice, those with magical horns created shields while the rest had to duck and hide. Fluttershy had little Discord wrapped within her wings and she whimpered as she heard a magical explosion!

Looking at Starlight, Luna, and Rarity, all the others saw looks of horror, and they poked their heads out to see what had happened.

"So, Malice, is this what you were hoping to bring upon yourself?"

The voice reminded everyone of Twilight Sparkle, but the pitch was lowered and it was crueler. Summoning the courage they looked to Twilight Sparkle's direction, only to find that she was replaced with a wicked alicorn version of herself!

The whites in her eyes turned to a mint green, their irises bright crimson, her pupils vertical slits. Her coat darkened to black, her mane and tail were streaked with dark purple, magenta, and black with a texture that made them look like fire, she was dressed with silver shoes, helmet, and armored collar with rubies embedded in them.

"Yes, as a matter of fact, this was all a part of my plan! With you in this state your friends cannot unite to use your inner Elements of Harmony! I AM FREE, AND WITH YOU IN THIS STATE YOU WILL SPREAD YOUR OWN CHAOS!"

The wicked alicorn glanced off to the side, then she turned and sent a spell that struck Spike! He sprouted wings and started growing at a rapid rate!

The ponies fled the cave just in time to avoid the evil alicorn's pursuit of Malice. First Malice flew outside, then a full grown Spike crashed through the cave in pursuit with the alicorn riding him.

"YOU WILL ONE DAY FACE THE WRATH OF MIDNIGHT MARE!" She shouted, Spike breathed a stream of fire at the she Draconoquis, but with a laugh she teleported away. Midnight Mare let out an angered roar and rode her dragon away.

"Twilight… she's become the new Nightmare Moon." Applejack spoke.

"We should go after her, we need to save Twilight from herself!" Rainbow Dash declared.

"How do you plan on doing that. Trust me, now is not the time to go after her, and her only target is Malice, I promise that she won't hurt anypony else." Luna replied, she led the others back to Canterlot.

ΩΩΩ

 **A crazy Draconoquis, an evil alicorn with a dragon slave, and NO elements of harmony to use!**

 **What is on your mind now?**

 **Please review!**


	7. Chapter 7: Biding Time

**Chapter VII: Biding Time**

Back at the Canterlot palace, there was a somber mood about the friends.

"I can't believe that Twilight, _Twilight_ , let herself go like that!" Rainbow Dash declared.

Luna and Starlight exchanged looks for a moment and then Luna told the friends: "Actually, I can believe it, not just because I was there to see it, we all were, but because Starlight and I understand."

"Oh, you understand why Twilight would allow herself to turn into that… that… Midnight Mare!" Rainbow Dash exclaimed.

"Yes, I'm sure that you all realize what my sister meant to Twilight Sparkle. Princess Celestia was almost like a second mother to her, or perhaps a sister, not only that, but Celestia was one of her idols; the only pony I've heard of Twilight looking up to even Celestia's standards was Starswirl the Bearded. After seeing what became of my sister's fate, naturally Twilight started grieving for her loss, and then to see Malice finding enjoyment in taking Celestia away from Equestria, she just lost control of her emotions. The same thing happened to me when I became Nightmare Moon… I was so caught up in my jealousy over my sister, how everypony seemed to adore her and then shun me that I just let myself be consumed my emotions."

"She's right, what turned me evil was a sense of grief that I just could not shake. When it consumed me… well, you know what went on in that village."

"These negative emotions, when they consume a unicorn, or worse, an alicorn, they can amp up the power of that pony, they'll be at their most powerful when they are being driven by the very emotions that consumed them. This Midnight Mare will be a very powerful foe, but because you aren't the focus of her grief, I doubt that she'd be of any harm to you. She may let you get close to her, I do get the feeling that she hasn't gone quite as dark as I did."

ΩΩΩ

Midnight Mare landed Spike before the ruined palace of the two sisters and spoke: "Yes, this new palace shall serve us well, Spike, and the main hall shall serve as your new bedroom, but first, it needs a little fixing up!"

Midnight Mare powered up her horn and stepped inside, and the palace started to get rebuilt! Towers ascended, stone was sculpted, dust vanished, and tapestries and rugs were restored to Midnight's colors of violet, black, and jade.

With the castle complete, Midnight Mare stepped inside and claimed her black and silver throne and watched as her dragon curled around her throne. Midnight Mare powered up her horn and summoned a pile of gems for Spike to hoard and snack on.

"Isn't this cozy, Spike? Although sitting on a throne is going to get me nowhere. Spike, stay here and guard the castle, I'm off to the library." Midnight Mare stated. She trotted off and found a section of spell books for the most advanced forms of the ancient arts! She selected a pile of twenty books an whiled away her night flipping through them and taking note of some very special spells.

She even unlocked the powers to enter the dream realm!

ΩΩΩ

The next morning, Spike awoke to find that Midnight Mare had brought him a massive boulder of a diamond!

"It's beautiful, am I right, Spike. I brought it for you to give to Rarity… I'm sure she'll find it quite _charming._ Take it, Spike, and go! Make sure that you give it to Rarity." Midnight Mare ordered.

Then, in a deep and rumbling voice, Spike asked: "Why do you want me to give this to Rarity?"

"Oh, I just wanted to show that I'm still the princess of friendship, I must maintain my friends, and it is high time that you show your feelings for Rarity. You've had a massive crush on her since the moment you saw her. Now, go and give her the diamond!"

Spike took the gem in his claws and flew off to the Canterlot palace.

ΩΩΩ

Luna dragged her hooves over to the breakfast table that morning to join her friends.

"Princess Luna, dear, you're looking worse every day! I daresay that you need to take a day off to catch up on your sleep. Please, you can't rule Equestria when you're still this drowsy, the mind simply can't function!" Rarity declared.

"Ugh, believe it or not, I actually took the night off from visiting the dream realm last night… but unfortunately I had a nightmare of my own that I had to battle." Luna replied.

"What was your nightmare about?" Rainbow Dash asked.

"Midnight Mare tried to get me to bring back Nightmare Moon. She was actually there! Midnight Mare has figured out to enter the dream realm! It took a lot of my own power to fight her off as she continued to press me into returning to my darker self!"

"What would Midnight Mare gain by having you turn back into Nightmare Moon?" Starlight Glimmer asked.

"I'm not too certain what her intentions were, but maybe with the right persuasion, Nightmare Moon would seek out to destroy Malice just like she would. Perhaps Midnight Mare is trying to gather certain forces to finish Malice off." Luna replied.

"You know, Princess Luna, I will have to agree with you. As Nightmare Moon, you recognized that you were still the princess of the night, and that should mean that Midnight Mare still recognizes that she's the princess of friendship. Unable to use the elements of harmony, and knowing that Malice is a foe too powerful for her to handle, she needs to build up her forces if she's to stand a chance at winning." Starlight stated.

"Well, what else can she do?" Applejack asked.

"I-I simply don't know, apart from gathering forces… I'm more concerned with Malice, if she can corrupt Twilight Sparkle and myself, and turn her father into a baby, then there's no telling what she might do… Please excuse me, I need some rest." Luna replied.

However as Luna was heading up to her room, a guard came in panicked as he elaborated that a large dragon was approaching Canterlot! It was hardly a moment later when a great booming voice shook through the castle: "RRRRAAARRRRIIITTTTYYY! RARITY!"

Rarity let out a squeak which made her sound more like Fluttershy, until Fluttershy herself told the white unicorn: "It's got to be Spike!"

"RRRAAARRRIIITTTYYY!"

"Well go on, see what he wants, we'll be right behind you!" Rainbow Dash told her. So, Rarity put on a brave face to see just what it was the dragon wanted… The dragon was indeed Spike, he was just a great behemoth, but when Rarity came out to see him, he managed a pleasant smile and then set down an enormous diamond before her!

Rarity stuttered in excitement before exclaiming: "THERE ARE NO WORDS! OF ALL THE GREATEST THINGS TO HAPPEN TO ME… THIS… IS… THE… BEST… POSSIBLE… THING!" She kissed Spike's foreleg and thanked him profusely, and then she kissed the diamond before hoisting it onto her back and dragged it inside to her room. She ran onto her balcony and called Spike over to kiss him again, but soon enough Spike flew off, leaving Rarity alone with her diamond. She polished and kissed it, admired each and every one of its facets, it really was the most spectacular gem she'd ever seen.

ΩΩΩ

"I gave Rarity the diamond… She was quite happy to have it." Spike stated as quietly as he could in that booming voice.

"Excellent, Spike… Tell me, did she kiss it?" Midnight Mare asked.

"She did, and she kissed me twice."

"Perfect, all is going according to plan. Now that Rarity is happy, you shall soon feel the same happiness that she felt."

With a hit of realization, Spike's eyes widened, he turned to Midnight Mare and snarled: "What are you planning? If anything happens to Rarity… I just don't know what I'd do!"

"Calm yourself, Spike, she won't be harmed; she is, after all, one of my dearest friends." Midnight Mare told him calmly. She started for the hall but then turned and told Spike: "Rest well my good friend, I'm planning of a little field trip tomorrow afternoon."

ΩΩΩ

The next morning the palace woke up to the sounds of Rarity's echoing screams! Her friends galloped to her aid and were quite taken aback at the sight before them! Rarity's muzzle had lengthened with a pair of fangs protruding downward and over her lips; a pair of bat wings had sprouted from her shoulders, her front legs ended in talons rather than hooves, and a series of purple spikes ran down her back!

"DON'T LOOK AT ME! I'M HIDEOUS!" Rarity exclaimed, shielding her face with a wing.

"What _are_ you, Rarity?" Pinkie Pie asked.

"You look like a mix of a dragon and pony." Fluttershy stated. Discord, perched on her back hid behind her head. The way her body looked at the moment kind of reminded him of Malice, just a bit friendlier.

" _DRAGON?!_ Discord, did you do this to me?!" Rarity exclaimed, looking over to the baby Draconoquis.

"Rarity, you're going to scare him if you don't calm down!" Fluttershy told her, trying to keep her voice from rising too.

"CALM DOWN, _CALM DOWN?!_ HOW CAN I BE CALM WHEN I LOOK LIKE THIS!?"

"I know that you're in a panic, but now's not the time to loose your head. Discord, did you try to turn Rarity into a dragon?" Fluttershy spoke, Discord shook his head and then showed that he could hardly transform himself! Fluttershy looked up to Rarity and told her: "Discord couldn't have done this, he just doesn't have the power. Perhaps it was Malice."

"I'll have to object to that, Fluttershy, my guard has been going to extreme lengths to make sure that Malice can't enter Canterlot… Hmm… Rarity, Starswirl the Bearded has recently taken residence in the Canterlot library, he's practically crowned himself the King of knowledge. I suggest that you see him at once, and he'll be able to figure out who's magic was placed on you." Luna spoke.

Rarity donned a cloak and hood before leaving for the library.

ΩΩΩ

 **This was a bit of a filler chapter. Apologies for that, but I hope that is sets things in motion.**


	8. Chapter 8: Calamity Rarity

**Chapter VIII: Calamity Rarity**

Rarity entered the Canterlot library calling out: "Starswirl, Starswirl, please can you help me?"

From the depths of the library, Rarity saw movement and galloped over, sure enough, it was Starswirl. He, of course, recognized Rarity.

"What ails you?" He asked.

Rarity tossed off her cloak to reveal a more draconic appearance and she begged: "Please, can you perhaps reverse this? I'll do anything for you! I can do anything from restyling your mane and beard, to perhaps give you some more updated wizardry robes.

Starswirl looked at her curiously.

"Please, I'm a fashionista in _desperate_ need of your help!"

Starswirl's horn glowed and he looked Rarity over, and told her: "I'm sorry, but I cannot reverse this. This is a complex transformation spell, linked to an object that you've been in contact with... but I know who cast the spell."

"Who? Give me a name! I must make whomever made me this freakish creature pay for their crime!" Rarity demanded.

"The magic belongs to Twilight Sparkle. She's one of the most powerful ponies in all of Equestria."

Out of shock, Rarity sat down and spoke: "Yesterday, Spike gave me a real boulder of a diamond… could-"

"-It be the source of this spell, yes. To break it, it must finish changing you, and then you'll have to have Twilight remove it herself… Although, that last part might not be so easy. I've heard that she's turned to her darker self as she mourned the loss of Princess Celestia." Starswirl told her. He then dismissed Rarity.

Rarity returned to the palace and looked at the diamond in her room.

"All right, if it's a dragon I'm to be, then I'll vow to become _the_ most _fabulous_ dragon in the world!" She told herself. She pushed the diamond out onto her balcony; she hugged it and she kissed it. Never mind that the diamond was enchanted, it still sparkled in fabulous radiance!

ΩΩΩ

Spike landed in the outskirts of the Crystal Empire and Midnight Mare made her dismount by walking down Spike's outstretched wing.

"Why aren't you going to the empire?" Spike asked.

"I simply have no reason to go into the empire. Should I enter, with Spike the Brave and Glorious, I would attract too much attention, and I do not wish to get into a discussion with my brother and his wife. They'll merely plead for me to back to the pony that I was before." Midnight Mare replied. Her horn glowed and from the snow she summoned what appeared to be a cut-off unicorn horn, colored dark grey.

"Come along, Spike, I've gotten what I came here for." Midnight Mare stated. She was about to mount Spike when the Guard of the Crystal empire charged over to them, led by Shining Armor. They charged in order to drive off the dragon, but then Shining Armor saw the Alicorn and her cutie mark.

"Twily, what's going on?" Sining Armor asked, shock and confusion written on his face.

"Sorry, brother, but I'm on a quest for justice! Haven't you heard what happened to Princess Celestia!?"

"Twily, whatever you're up to, you're not going about it the right way!"

"I'm off to use my duty as the Princess of Friendship to bring justice on my foe, Malice the Draconoquis! If you are not with me, then you are against me, my dear big brother. Goodbye!"

Midnight Mare powered up her horn and zapped Shining Armor and the guards back to the Crystal Empire. She climbed back onto Spike's back and she returns to her palace.

ΩΩΩ

When Rarity broke away from the massive diamond her body began changing into a dragon. She flew outside and grew into a dragon with glittering white scales, and her purple spikes shone in radiance. Being much bigger now, she stayed outside. She took delicate steps about the grounds when she happened upon Fluttershy playing with Discord in the garden. Discord was playing with a ball by batting it around and turning it into a few silly objects, such as an orange, and then he would turn it back into a ball. Any time he would bat it over to Fluttershy, she would fly up into the air and toss it back to him. Then the pegasus turned her head and happened to see dragon Rarity, and she let out a squeak of brief panic.

"Oh my, dear Fluttershy, I didn't mean to frighten you!" Rarity exclaimed.

"Well, it's just that you're a dragon, and dragons…"

"… Are the only creature that can really frighten you."

"Exactly… Who did this to you anyway?"

"Twilight did, or rather, Midnight Mare, only she can return me back to my normal beautiful self." Rarity replied with her dramatic tones

Starlight stepped into view, she was able to hear Rarity from inside the palace, she spoke with more of a booming voice now. She cleared her throat and spoke: "You know, I've been thinking back to the days when I was evil, and I think I have a good reason why Midnight Mare did this to you."

"I assume that she's trying to draw me over to her side in hopes that I'll do what she asks of me to play on my hopes that she'll turn me back." Rarity replied.

"That's a possibility, but Spike's crush on you isn't exactly subtle, and while I've changed, and so has Luna, from our evil ways, we're still carry those pieces of our past, but Midnight Mare also carries Twilight Sparkle. She may've changed you as something to make Spike happy." Starlight replied.

"Oh that poor, sweet, Spikey-wikey, perhaps we should see him." Rarity stated.

"Um, Rarity, he's no longer a baby dragon anymore." Fluttershy spoke.

"Well perhaps Discord can change him back." She replied.

"No, he doesn't have the powers he used to have."

"Either way, we should see what this Midnight Mare's up to." Starlight added. The ponies just sat back for a moment and watched as baby Discord bounced the ball on his head for a while in mild amusement.

ΩΩΩ

Midnight Mare went up to her library and placed the horn from the Crystal Empire. She stepped into the shadows and cast her spell, and summoned a new friend.

"Hello, King Sombra."

ΩΩΩ

 **Tell me, my dear readers; what do you want to see next? Please respond, and I will listen.**


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